Common use of OBLIGATIONS OF THE BUYER Clause in Contracts

OBLIGATIONS OF THE BUYER. (i) The Buyer shall use its commercially reasonable efforts to obtain the Debt Financing in all material respects on the terms described in the Debt Financing Commitment (including any flex provisions applicable thereto), including using commercially reasonable efforts (I) to negotiate definitive documentation for and consummate the Debt Financing contemplated by the Debt Financing Commitment on a timely basis, (II) to satisfy on a timely basis (taking into account the expected timing of the Marketing Period) all conditions to receipt of the Debt Financing at the Closing set forth therein that are within its control (excluding, for the avoidance of doubt, any condition to receipt of the Debt Financing that cannot be satisfied as a direct result of any failure of the conditions set forth in Section 7.3 to be satisfied and (III) to comply with its obligations under the Debt Financing Commitment. The Buyer shall have the right from time to time to amend the Debt Financing Commitment or to replace all or any portion of the Debt Financing Commitment with other debt or equity financing from the same and/or alternative Financing Sources; provided, that any such amendment or replacement of the Debt Financing shall not, without the prior written consent of the Sellers (x) impose additional, expand or modify existing, conditions precedent to the funding of the Debt Financing in a manner that is adverse in any material respect to Buyer, (y) reduce the Debt Financing to an amount committed below the amount that is required, together with other financial resources of the Buyer, to consummate the transactions contemplated by this Agreement or (z) otherwise materially impair, prevent, make less likely or delay the funding of the Debt Financing at the Closing or adversely impact the ability of Buyer to enforce its rights under the Debt Financing Commitment. For the avoidance of doubt, (A) the syndication of the Debt Financing as contemplated by the Debt Financing Commitment and (B) any amendment or other modification of the Debt Financing Commitment to provide for the assignment of a portion of the Debt Financing Commitment to additional agents or arrangers and grant such persons customary approval rights (in either case, a “Permitted Financing Action”) shall not, in either case, be deemed to violate the Buyer’s obligations under this Agreement. In the event the Debt Financing becomes unavailable, the Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial, in the aggregate, to the Buyer (as determined in the reasonable judgment of the Buyer), in an amount sufficient to consummate the transactions contemplated by this Agreement (“Alternate Financing” ). Nothing contained in this Agreement shall be construed to require the Buyer to (1) bring any Action against any source of any Debt Financing to enforce its rights under the Debt Financing Commitment, (2) seek or accept Debt Financing on terms less favorable than the terms and conditions described in the Debt Financing Commitment (including the exercise of flex provisions) as determined in the reasonable judgment of the Buyer or (3) pay any fees in excess of those contemplated by the Debt Financing Commitment (whether to secure a waiver of any conditions contained therein or otherwise). (ii) Without limiting anything in Section 5.11(a)(i), Buyer shall use its reasonable best efforts to comply with its obligations under the Debt Financing Commitment. Buyer shall, at HTA Sellers’ reasonable request, keep the HTA Sellers informed on a periodic basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give Sellers prompt notice (w) of any amendment or modification to the Debt Financing Commitment or any replacement of the Debt Financing Commitment (other than any such amendment, modification or replacement arising from a Permitted Financing Action), (x) of any breach or default by any party to any of the Debt Financing Commitment or definitive agreements relating to the Debt Financing Commitment of which Buyer becomes aware, (y) of the receipt of any written notice or other written communication from any lender under the Debt Financing Commitment with respect to any (1) actual breach, default, termination or repudiation by any party to any of the Debt Financing Commitment or definitive agreements related to the Debt Financing or any provisions thereof or (2) material dispute or disagreement relating to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing, and (z) if at any time for any reason Buyer believes in good faith that it is reasonably likely it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Debt Financing Commitment. Promptly after the date Seller delivers Buyer a written request, Buyer shall provide information reasonably requested by Seller relating to the circumstances referred to in clause (w), (x), (y) or (z) of the immediately preceding sentence. In the event any Alternate Financing is obtained, Buyer shall promptly deliver to the Sellers true and complete copies of any commitment letters, together with the fee letters associated therewith (redacted in a customary manner), with respect thereto. (iii) For purposes of this Agreement, (x) “Marketing Period” shall mean the first period of 20 consecutive Business Days after the date hereof (A) throughout which the Buyer and its Financing Sources shall have the Required Information (as defined below) and such Required Information shall be Compliant (as defined below) and (B) throughout which the conditions set forth in Sections 7.1 and 7.2 shall be satisfied (other than those conditions that by their nature are to be satisfied at the Closing), and nothing has occurred and no condition exists that would cause any of the conditions set forth in Sections 7.1 and 7.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20 Business Day period; provided, that February 19, 2018 shall be excluded as a “Business Day” for such purposes, (y) “Required Information” shall mean (A) the historical financial statements of the Company and its Subsidiaries required to be delivered pursuant to paragraphs 2(a)(i) and 2(b)(i) of Annex V of the Debt Financing Commitment and (B) all other financial and other pertinent information that is requested by the Buyer in connection with the preparation by the Buyer of any pro forma financial information or projections required to be delivered pursuant to paragraphs 2(c) and 2(d) of Annex V of the Debt Financing Commitment or otherwise contemplated to be delivered in respect of the Debt Financing and (z) “Compliant” shall mean that the Company’s auditors have not withdrawn any audit opinion with respect to any financial statements contained in the Required Information.

OBLIGATIONS OF THE BUYER. (i) The Prior to the Closing, the Buyer shall, assuming cooperation by Archaea in accordance with Section 6.11(b), use reasonable best efforts to, and shall use its commercially reasonable best efforts to cause its Subsidiaries and controlled Affiliates to use reasonable best efforts to, and shall cause their respective officers, employees, advisors and other representatives to use its reasonable best efforts to, take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, customary or advisable to arrange and obtain the Debt Financing in all material respects on the terms and conditions described in the Debt Financing Commitment (including any flex provisions applicable thereto)Letters, including using commercially reasonable efforts (Iw) to negotiate definitive documentation for and consummate maintaining in effect the Debt Financing contemplated by the Debt Financing Commitment on a timely basisLetters, (IIx) to satisfy satisfying on a timely basis (taking into account or obtaining the expected timing of the Marketing Periodwaiver of) all conditions applicable to receipt of it and its Affiliates in the Commitment Letters, (y) consummating the Financing at or prior to the Closing, including using its reasonable best efforts to cause the Debt Financing Sources and Equity Financing Sources to fund the Debt Financing and Equity Financing at the Closing set forth therein that are within its control (excluding, for in accordance with the avoidance of doubt, any condition to receipt of the Debt Financing that cannot be satisfied as a direct result of any failure of the conditions terms set forth in Section 7.3 to be satisfied the respective Commitment Letter, and (IIIz) to comply complying with its covenants and other obligations under the Debt Financing Commitment. The Commitment Letters. (ii) Buyer shall have the right from time to time to amend the Debt Financing Commitment or to replace all or any portion of the Debt Financing Commitment with other debt or equity financing from the same and/or alternative Financing Sources; provided, that any such amendment or replacement of the Debt Financing shall not, without the prior written consent of Archaea, (A) terminate either Commitment Letter (other than in accordance with its terms or in connection with a replacement of the Sellers Commitment Letter permitted pursuant to this Section 6.11) or (xB) impose additionalagree to or permit any amendment or modification to be made to, expand or modify existinggrant any waiver of any provision under, conditions precedent either Commitment Letter (except for any amendments to the funding of Commitment Letters that would not or would not reasonably be expected to (I) amend, modify or expand the conditions precedent, or impose new or additional conditions or contingencies, to the Debt Financing in a manner that is adverse in any material respect to Buyeror the Equity Financing, (yII) reduce the Debt aggregate amount of the Financing to an amount committed below the amount that is requiredrequired (after taking into account available cash of Archaea) to make the Closing Date payments, together with other financial resources of the Buyer, to consummate the transactions contemplated by this Agreement or (zIII) otherwise materially impair, prevent, make less likely impede or delay the funding availability of or consummation of the Debt Financing at the Closing or (IV) adversely impact the ability of Buyer or any of its Affiliates to enforce its rights under right against the Debt Financing Commitment. For parties to the avoidance Commitment Letters or the definitive agreements with respect thereto). (iii) Buyer shall give Archaea prompt written notice of doubt, (A) the syndication any termination of the Debt Financing as contemplated by the Debt Financing either Commitment and Letter, (B) any amendment actual breach, default, termination or other modification of the Debt Financing Commitment to provide for the assignment of a portion of the Debt Financing Commitment to additional agents or arrangers and grant such persons customary approval rights (in either case, a “Permitted Financing Action”) shall not, in either case, be deemed to violate the Buyer’s obligations under this Agreement. In the event the Debt Financing becomes unavailable, the Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial, in the aggregate, to the Buyer (as determined in the reasonable judgment of the Buyer), in an amount sufficient to consummate the transactions contemplated by this Agreement (“Alternate Financing” ). Nothing contained in this Agreement shall be construed to require the Buyer to (1) bring any Action against any source repudiation of any Debt Financing to enforce its rights under the Debt Financing Commitment, (2) seek or accept Debt Financing on terms less favorable than the terms and conditions described in the Debt Financing provisions of either Commitment (including the exercise of flex provisions) as determined in the reasonable judgment of the Buyer or (3) pay any fees in excess of those contemplated by the Debt Financing Commitment (whether to secure a waiver of any conditions contained therein or otherwise). (ii) Without limiting anything in Section 5.11(a)(i), Buyer shall use its reasonable best efforts to comply with its obligations under the Debt Financing Commitment. Buyer shall, at HTA Sellers’ reasonable request, keep the HTA Sellers informed on a periodic basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give Sellers prompt notice (w) of any amendment or modification to the Debt Financing Commitment or any replacement of the Debt Financing Commitment (other than any such amendment, modification or replacement arising from a Permitted Financing Action), (x) of any breach or default Letter by any party to any of the Debt Financing Commitment or definitive agreements relating to the Debt Financing Commitment of which Buyer becomes awarethereto, (yC) of the receipt of any written notice or other written communication from any lender under the Debt Financing Commitment with respect to any (1) actual breach, default, termination or repudiation of any provisions of either Commitment Letter by any party to thereto and (D) the occurrence of any other event or development, in the case of the Debt Financing Commitment or definitive agreements related this clause (D), solely to the Debt Financing or any provisions thereof or (2) material dispute or disagreement relating to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing, and (z) if at any time for any reason extent that Buyer believes in good faith that it is reasonably likely it will not be able such event or development would adversely impact the ability of Buyer to obtain all or any portion of the Debt Financing contemplated by the Commitment Letters on the terms and conditions, in the manner or from the sources contemplated by any the Commitment Letters, in each case of the foregoing, with respect to the Debt Financing, solely to the extent the Debt Financing Commitmentor a material portion thereof would reasonably be expected to become unavailable. Promptly after the date Seller Archaea delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller Archaea relating to the circumstances any circumstance referred to in clause (w), (x), (y) or (z) of the immediately preceding sentence. In the event any Alternate Financing is obtained, Buyer shall promptly after execution thereof deliver to the Sellers true and complete Company copies of any commitment lettersamendment, together with the fee letters associated therewith (redacted in a customary manner)replacement, with respect theretosupplement, modification or waiver to either Commitment Letter. (iiiiv) For purposes the avoidance of doubt, it is understood that, subject to the limitations set forth in this AgreementSection 6.11 and in the Debt Commitment Letter, (x) “Marketing Period” shall mean Buyer may amend or replace the first period of 20 consecutive Business Days after the date hereof Debt Commitment Letter to (A) throughout which add or replace additional lenders, lead arrangers, syndication agents or similar entities or reallocate commitments or reassign titles so long as the Buyer and its Financing Sources shall have the Required Information (as defined below) and such Required Information shall be Compliant (as defined below) and (B) throughout which the conditions set forth in Sections 7.1 and 7.2 shall be satisfied (other than those conditions that by their nature are to be satisfied at the Closing), and nothing has occurred and no condition exists that would cause any of the conditions set forth in Sections 7.1 and 7.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20 Business Day period; provided, that February 19, 2018 shall be excluded as a “Business Day” for such purposes, (y) “Required Information” shall mean (A) the historical financial statements of the Company and its Subsidiaries required to be delivered pursuant to paragraphs 2(a)(i) and 2(b)(i) of Annex V aggregate amount of the Debt Financing Commitment is not reduced below the amount as is necessary to make the Closing Date payments and any such amendment or replacement would not reasonably be expected to delay or prevent the Closing or (B) all other financial modify pricing and other pertinent information that is requested by implement or exercise any “flex” provisions as in effect on the Buyer in connection with the preparation by the Buyer date of any pro forma financial information or projections required to be delivered pursuant to paragraphs 2(c) and 2(d) of Annex V of the Debt Financing Commitment or otherwise contemplated to be delivered in respect of the Debt Financing and (z) “Compliant” shall mean that the Company’s auditors have not withdrawn any audit opinion with respect to any financial statements contained in the Required Informationthis Agreement.

OBLIGATIONS OF THE BUYER. (i) The Prior to the Closing, the Buyer shall, assuming cooperation by the Company and its Subsidiaries in accordance with Section 6.11(b), use reasonable best efforts to, and shall use its commercially reasonable best efforts to cause its Subsidiaries and controlled Affiliates to use reasonable best efforts to, and shall cause their respective officers, employees, advisors and other representatives to use its reasonable best efforts to, take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, customary or advisable to arrange and obtain the Debt Financing in all material respects on the terms and conditions described in the Debt Financing Commitment (including any flex provisions applicable thereto)Letters, including using commercially reasonable efforts (Iw) to negotiate definitive documentation for and consummate maintaining in effect the Debt Financing contemplated by the Debt Financing Commitment on a timely basisLetters, (IIx) to satisfy satisfying on a timely basis (taking into account or obtaining the expected timing of the Marketing Periodwaiver of) all conditions applicable to receipt of it and its Affiliates in the Commitment Letters, (y) consummating the Financing at or prior to the Closing, including using its reasonable best efforts to cause the Debt Financing Sources and Equity Financing Sources to fund the Debt Financing and Equity Financing at the Closing set forth therein that are within its control (excluding, for in accordance with the avoidance of doubt, any condition to receipt of the Debt Financing that cannot be satisfied as a direct result of any failure of the conditions terms set forth in Section 7.3 to be satisfied the respective Commitment Letter, and (IIIz) to comply complying with its covenants and other obligations under the Debt Financing Commitment. The Commitment Letters. (ii) Buyer shall have the right from time to time to amend the Debt Financing Commitment or to replace all or any portion of the Debt Financing Commitment with other debt or equity financing from the same and/or alternative Financing Sources; provided, that any such amendment or replacement of the Debt Financing shall not, without the prior written consent of the Sellers Company, (xA) impose additionalterminate either Commitment Letter (other than in connection with a replacement of the Commitment Letter permitted pursuant to this Section 6.11) or (B) agree to or permit any amendment or modification to be made to, expand or modify existinggrant any waiver of any provision under, conditions precedent either Commitment Letter (except for any amendments to the funding of Commitment Letters that would not or would not reasonably be expected to (I) amend, modify or expand the conditions precedent, or impose new or additional conditions or contingencies, to the Debt Financing in a manner that is adverse in any material respect to Buyeror the Equity Financing, (yII) reduce the Debt aggregate amount of the Financing to an amount committed below the amount that is required, together with other financial resources required (after taking into account available cash of the BuyerCompany and its Subsidiaries) to make the Closing Date payments, to consummate the transactions contemplated by this Agreement or (zIII) otherwise materially impair, prevent, make less likely impede or delay the funding availability of or consummation of the Debt Financing at the Closing or (IV) adversely impact the ability of Buyer or any of its Affiliates to enforce its rights under right against the Debt Financing Commitment. For parties to the avoidance Commitment Letters or the definitive agreements with respect thereto). (iii) Buyer shall give the Company prompt written notice of doubt, (A) the syndication any termination of the Debt Financing as contemplated by the Debt Financing either Commitment and Letter, (B) any amendment actual breach, default, termination or other modification of the Debt Financing Commitment to provide for the assignment of a portion of the Debt Financing Commitment to additional agents or arrangers and grant such persons customary approval rights (in either case, a “Permitted Financing Action”) shall not, in either case, be deemed to violate the Buyer’s obligations under this Agreement. In the event the Debt Financing becomes unavailable, the Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial, in the aggregate, to the Buyer (as determined in the reasonable judgment of the Buyer), in an amount sufficient to consummate the transactions contemplated by this Agreement (“Alternate Financing” ). Nothing contained in this Agreement shall be construed to require the Buyer to (1) bring any Action against any source repudiation of any Debt Financing to enforce its rights under the Debt Financing Commitment, (2) seek or accept Debt Financing on terms less favorable than the terms and conditions described in the Debt Financing provisions of either Commitment (including the exercise of flex provisions) as determined in the reasonable judgment of the Buyer or (3) pay any fees in excess of those contemplated by the Debt Financing Commitment (whether to secure a waiver of any conditions contained therein or otherwise). (ii) Without limiting anything in Section 5.11(a)(i), Buyer shall use its reasonable best efforts to comply with its obligations under the Debt Financing Commitment. Buyer shall, at HTA Sellers’ reasonable request, keep the HTA Sellers informed on a periodic basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give Sellers prompt notice (w) of any amendment or modification to the Debt Financing Commitment or any replacement of the Debt Financing Commitment (other than any such amendment, modification or replacement arising from a Permitted Financing Action), (x) of any breach or default Letter by any party to any of the Debt Financing Commitment or definitive agreements relating to the Debt Financing Commitment of which Buyer becomes awarethereto, (yC) of the receipt of any written notice or other written communication from any lender under the Debt Financing Commitment with respect to any (1) actual breach, default, termination or repudiation of any provisions of either Commitment Letter by any party to thereto and (D) the occurrence of any other event or development, in the case of the Debt Financing Commitment or definitive agreements related this clause (D), solely to the Debt Financing or any provisions thereof or (2) material dispute or disagreement relating to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing, and (z) if at any time for any reason extent that Buyer believes in good faith that it is reasonably likely it will not be able such event or development would adversely impact the ability of Buyer to obtain all or any portion of the Debt Financing contemplated by the Commitment Letters on the terms and conditions, in the manner or from the sources contemplated by any the Commitment Letters, in each case of the foregoing, with respect to the Debt Financing, solely to the extent the Debt Financing Commitmentor a material portion thereof would reasonably be expected to become unavailable. Promptly after the date Seller Company delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller the Company relating to the circumstances any circumstance referred to in clause (w), (x), (y) or (z) of the immediately preceding sentence. In the event any Alternate Financing is obtained, Buyer shall promptly after execution thereof deliver to the Sellers true and complete Company copies of any commitment lettersamendment, together with the fee letters associated therewith (redacted in a customary manner)replacement, with respect theretosupplement, modification or waiver to either Commitment Letter. (iiiiv) For purposes the avoidance of doubt, it is understood that, subject to the limitations set forth in this AgreementSection 6.11 and in the Debt Commitment Letter, (x) “Marketing Period” shall mean Buyer may amend or replace the first period of 20 consecutive Business Days after the date hereof Debt Commitment Letter to (A) throughout which add or replace additional lenders, lead arrangers, syndication agents or similar entities or reallocate commitments or reassign titles so long as the Buyer and its Financing Sources shall have the Required Information (as defined below) and such Required Information shall be Compliant (as defined below) and (B) throughout which the conditions set forth in Sections 7.1 and 7.2 shall be satisfied (other than those conditions that by their nature are to be satisfied at the Closing), and nothing has occurred and no condition exists that would cause any of the conditions set forth in Sections 7.1 and 7.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20 Business Day period; provided, that February 19, 2018 shall be excluded as a “Business Day” for such purposes, (y) “Required Information” shall mean (A) the historical financial statements of the Company and its Subsidiaries required to be delivered pursuant to paragraphs 2(a)(i) and 2(b)(i) of Annex V aggregate amount of the Debt Financing Commitment is not reduced below the amount as is necessary to make the Closing Date payments and any such amendment or replacement would not reasonably be expected to delay or prevent the Closing or (B) all other financial modify pricing and other pertinent information that is requested by implement or exercise any “flex” provisions as in effect on the Buyer in connection with the preparation by the Buyer date of any pro forma financial information or projections required to be delivered pursuant to paragraphs 2(c) and 2(d) of Annex V of the Debt Financing Commitment or otherwise contemplated to be delivered in respect of the Debt Financing and (z) “Compliant” shall mean that the Company’s auditors have not withdrawn any audit opinion with respect to any financial statements contained in the Required Informationthis Agreement.

OBLIGATIONS OF THE BUYER. a) Making full and timely payment for the Selling Price of the Apartment, Value of Area Difference (i) The Buyer shall use its commercially reasonable efforts to obtain the Debt Financing if any), fees and other payables as agreed in all material respects on the terms described in the Debt Financing Commitment this Contract (including any flex provisions applicable thereto), including using commercially reasonable efforts (Iall attached Appendixes) and under the Laws; b) Paying penalties and compensations in case the Buyer fails to negotiate definitive documentation for and consummate the Debt Financing contemplated pay timely or breaches obligations as defined in this Contract; c) Providing all documents as required by the Debt Financing Commitment on a timely basisSeller and observing all instructions by the Seller as defined in Article 9 of this Contract; d) As from actual Handover Date, (II) to satisfy on a timely basis (taking into account the expected timing as an owner or user of the Marketing PeriodApartment, making full and timely payment to the Seller, the Management Unit (once established) all conditions to receipt of or the Debt Financing at operator (if the Closing set forth therein that are within its control (excludingoperator is authorized by the Seller or the Management Unit, for the avoidance of doubt, any condition to receipt of the Debt Financing that cannot be satisfied as a direct result of any failure of the conditions set forth in Section 7.3 to be satisfied and (III) to comply with its obligations under the Debt Financing Commitment. The Buyer shall have the right from time to time time, to amend collect operation management cost) for operation management cost, power, water and other utility charges (if any) and any other payment defined in this Contract, Attached Appendix; e) Complying strictly with the Debt Financing Commitment or Apartment Management and Use Regulations attached to replace all or any portion this Contract and attached Appendix; f) Except for land use charge and value added tax calculated in the Selling Price of the Debt Financing Commitment with other debt Apartment (Article 3.1.b of this Contract), if there are any taxes or equity financing from fees related to the same and/or alternative Financing Sources; providedApartment or after Actual Handover Date, that any the Buyer shall directly pay such amendment or replacement taxes and fees to the competent authority as notified by the Seller and send to the Seller the receipt for such payment; g) Using the Apartment for the purpose of residence and as agreed in this Contract; h) Creating favorable conditions and supporting the operator in maintaining and operating the Apartment Building; i) Completing necessary procedures related to the Apartment handover as defined in this Contract; j) After the Seller submits application for the Certificate on behalf of the Debt Financing shall not, without Buyer until the prior written consent of Certificate is issued in the Sellers (x) impose additional, expand or modify existing, conditions precedent to the funding of the Debt Financing in a manner that is adverse in any material respect to Buyer, (y) reduce the Debt Financing to an amount committed below the amount that is required, together with other financial resources name of the Buyer, to consummate the transactions contemplated by this Agreement or (z) otherwise materially impair, prevent, make less likely or delay the funding of the Debt Financing at the Closing or adversely impact the ability of Buyer to enforce its rights under the Debt Financing Commitment. For the avoidance of doubt, (A) the syndication of the Debt Financing as contemplated by the Debt Financing Commitment and (B) any amendment or other modification of the Debt Financing Commitment to provide for the assignment of a portion of the Debt Financing Commitment to additional agents or arrangers and grant such persons customary approval rights (in either case, a “Permitted Financing Action”) shall not, in either case, be deemed to violate the Buyer’s obligations under this Agreement. In the event the Debt Financing becomes unavailable, the Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial, in the aggregate, to the Buyer (as determined in the reasonable judgment of the Buyer), in an amount sufficient to consummate the transactions contemplated by revoke and/or transfer this Agreement (“Alternate Financing” ). Nothing contained in this Agreement shall be construed to require the Buyer to (1) bring Contract and any Action against any source of any Debt Financing to enforce its rights under the Debt Financing Commitment, (2) seek or accept Debt Financing on terms less favorable than the terms and conditions described in the Debt Financing Commitment (including the exercise of flex provisions) as determined in the reasonable judgment interests of the Buyer or (3under this Contract to any third party; k) pay any fees Respecting and having no behavior affecting ownership and business of the Seller within the Privately Owned Area of the Seller; l) Storing, using and compensating for damages in excess case of those contemplated by causing damages to the Debt Financing Commitment (whether to secure a waiver of any conditions contained therein or otherwise).Jointly Owned Area and Equipment; (iim) Without limiting anything Other obligations as defined in Section 5.11(a)(i)this Contract, Buyer shall use its reasonable best efforts to comply with its obligations attached Appendix and under the Debt Financing Commitment. Buyer shall, at HTA Sellers’ reasonable request, keep the HTA Sellers informed on a periodic basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give Sellers prompt notice (w) of any amendment or modification to the Debt Financing Commitment or any replacement of the Debt Financing Commitment (other than any such amendment, modification or replacement arising from a Permitted Financing Action), (x) of any breach or default by any party to any of the Debt Financing Commitment or definitive agreements relating to the Debt Financing Commitment of which Buyer becomes aware, (y) of the receipt of any written notice or other written communication from any lender under the Debt Financing Commitment with respect to any (1) actual breach, default, termination or repudiation by any party to any of the Debt Financing Commitment or definitive agreements related to the Debt Financing or any provisions thereof or (2) material dispute or disagreement relating to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing, and (z) if at any time for any reason Buyer believes in good faith that it is reasonably likely it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Debt Financing Commitment. Promptly after the date Seller delivers Buyer a written request, Buyer shall provide information reasonably requested by Seller relating to the circumstances referred to in clause (w), (x), (y) or (z) of the immediately preceding sentence. In the event any Alternate Financing is obtained, Buyer shall promptly deliver to the Sellers true and complete copies of any commitment letters, together with the fee letters associated therewith (redacted in a customary manner), with respect theretoLaws. (iii) For purposes of this Agreement, (x) “Marketing Period” shall mean the first period of 20 consecutive Business Days after the date hereof (A) throughout which the Buyer and its Financing Sources shall have the Required Information (as defined below) and such Required Information shall be Compliant (as defined below) and (B) throughout which the conditions set forth in Sections 7.1 and 7.2 shall be satisfied (other than those conditions that by their nature are to be satisfied at the Closing), and nothing has occurred and no condition exists that would cause any of the conditions set forth in Sections 7.1 and 7.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20 Business Day period; provided, that February 19, 2018 shall be excluded as a “Business Day” for such purposes, (y) “Required Information” shall mean (A) the historical financial statements of the Company and its Subsidiaries required to be delivered pursuant to paragraphs 2(a)(i) and 2(b)(i) of Annex V of the Debt Financing Commitment and (B) all other financial and other pertinent information that is requested by the Buyer in connection with the preparation by the Buyer of any pro forma financial information or projections required to be delivered pursuant to paragraphs 2(c) and 2(d) of Annex V of the Debt Financing Commitment or otherwise contemplated to be delivered in respect of the Debt Financing and (z) “Compliant” shall mean that the Company’s auditors have not withdrawn any audit opinion with respect to any financial statements contained in the Required Information.